Varsity Group Inc - Amended Statement of Ownership (SC 13G/A)
14 Febrero 2008 - 3:13PM
Edgar (US Regulatory)
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SCHEDULE 13G
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Page
1
of 27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Varsity Group, Inc.
Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
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922300 10 8
December 31, 2007
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(Date of Event which Requires filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in
the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13G
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Page
2
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TCG Holdings, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
1,252,628
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
1,252,628
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,628
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
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12
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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SCHEDULE 13G
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Page
3
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TC Group, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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|
6
SHARED VOTING POWER
1,252,628
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
1,252,628
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,630
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
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12
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TYPE OF REPORTING PERSON
OO (Limited Liability Corporation)
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SCHEDULE 13G
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Page
4
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TWC Virginia, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
887,108
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
887,108
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,108
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
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12
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
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Page
5
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Carlyle Group, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
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|
6
SHARED VOTING POWER
887,108
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
887,108
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,108
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
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12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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Page
6
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Carlyle Partners Leveraged Capital Fund I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
887,108
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
887,108
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,108
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
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12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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Page
7
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
B&T Enterprises, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
887,108
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7
SOLE DISPOSITIVE POWER
0
|
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8
SHARED DISPOSITIVE POWER
887,108
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,108
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10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
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12
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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SCHEDULE 13G
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Page
8
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TCG Ventures, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
|
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SEC USE ONLY
|
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
365,520
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7
SOLE DISPOSITIVE POWER
0
|
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8
SHARED DISPOSITIVE POWER
365,520
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,520
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
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12
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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SCHEDULE 13G
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Page
9
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TCG Ventures, Ltd.
|
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3
|
|
SEC USE ONLY
|
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4
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CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
295,116
|
|
7
SOLE DISPOSITIVE POWER
0
|
|
8
SHARED DISPOSITIVE POWER
295,116
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,116
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
|
|
|
12
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TYPE OF REPORTING PERSON
CO (Corporation)
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SCHEDULE 13G
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Page
10
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Carlyle U.S. Venture Partners, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3
|
|
SEC USE ONLY
|
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|
4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
32,374
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7
SOLE DISPOSITIVE POWER
0
|
|
8
SHARED DISPOSITIVE POWER
32,374
|
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|
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|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,374
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
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|
12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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Page
11
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Carlyle Venture Coinvestment, L.L.C.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3
|
|
SEC USE ONLY
|
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4
|
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
38,030
|
|
7
SOLE DISPOSITIVE POWER
0
|
|
8
SHARED DISPOSITIVE POWER
38,030
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,030
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
|
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|
12
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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SCHEDULE 13G
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Page
12
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Carlyle Venture Partners, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3
|
|
SEC USE ONLY
|
|
|
4
|
|
CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
244,133
|
|
7
SOLE DISPOSITIVE POWER
0
|
|
8
SHARED DISPOSITIVE POWER
244,133
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,133
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
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SCHEDULE 13G
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Page
13
of 27
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CUSIP No. 922300 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
C/S Venture Investors, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3
|
|
SEC USE ONLY
|
|
|
4
|
|
CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
SOLE VOTING POWER
0
|
|
6
SHARED VOTING POWER
50,983
|
|
7
SOLE DISPOSITIVE POWER
0
|
|
8
SHARED DISPOSITIVE POWER
50,983
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,983
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
SCHEDULE 13G
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Page
14
of 27
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ITEM 1
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(a).
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Name of Issuer:
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Varsity Group, Inc.
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ITEM 1
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(b).
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Address of Issuers Principal Executive Offices:
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1850 M Street, NW, Suite 1150
Washington
D.C. 20036
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ITEM 2
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(a).
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Name of Person Filing:
|
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TCG Holdings, L.L.C.
TC Group, L.L.C.
TWC Virginia, Inc.
The Carlyle Group, L.P.
The Carlyle Partners Leveraged Capital Fund I, L.P.
B&T Enterprises,
L.L.C.
TCG Ventures, L.L.C.
TCG Ventures, Ltd.
Carlyle U.S. Venture Partners, L.P.
Carlyle Venture Coinvestment,
L.L.C.
Carlyle Venture Partners, L.P.
C/S Venture Investors,
L.P.
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ITEM 2
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(b).
|
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Address of Principal Business Office:
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c/o The Carlyle Group
1001 Pennsylvania
Ave, NW
Suite 220 South
Washington, D.C.
20004-2505
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ITEM 2
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(c).
|
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Citizenship:
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TCG Holdings, L.L.C. Delaware
TC
Group, L.L.C. Delaware
TWC Virginia, Inc. Virginia
The Carlyle Group, L.P. Delaware
The Carlyle Partners Leveraged Capital Fund I, L.P. Delaware
B&T Enterprises, L.L.C. Delaware
TCG Ventures, L.L.C.
Delaware
TCG Ventures, Ltd. Cayman Islands
Carlyle U.S.
Venture Partners, L.P. Delaware
Carlyle Venture Coinvestment, L.L.C. Delaware
Carlyle Venture Partners, L.P. Cayman Islands
C/S Venture Investors, L.P. Cayman Islands
|
|
|
|
|
|
|
|
|
|
ITEM 2
|
|
(d).
|
|
Title of Class of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, Par Value $0.0001 Per Share
|
|
|
|
|
|
|
|
|
|
ITEM 2
|
|
(e).
|
|
CUSIP Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
922300 10 8
|
|
|
|
|
|
|
|
ITEM 3.
|
|
Not applicable.
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
15
of 27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
beneficially
owned:
|
|
Percent
of class:
|
|
|
Sole
power to
vote or
direct
the vote:
|
|
Shared
power to
vote or to
direct the
vote:
|
|
Sole power
to dispose
or to direct
the
disposition
of:
|
|
Shared
power to
dispose or to
direct the
disposition
of:
|
TCG Holdings, L.L.C.
|
|
1,252,628
|
|
6.8
|
%
|
|
0
|
|
1,252,628
|
|
0
|
|
1,252,628
|
|
|
|
|
|
|
|
TC Group, L.L.C.
|
|
1,252,628
|
|
6.8
|
%
|
|
0
|
|
1,252,628
|
|
0
|
|
1,252,628
|
|
|
|
|
|
|
|
TWC Virginia, Inc.
|
|
887,108
|
|
4.9
|
%
|
|
0
|
|
887,108
|
|
0
|
|
887,108
|
|
|
|
|
|
|
|
The Carlyle Group, L.P.
|
|
887,108
|
|
4.9
|
%
|
|
0
|
|
887,108
|
|
0
|
|
887,108
|
|
|
|
|
|
|
|
The Carlyle Partners Leveraged Capital Fund I, L.P.
|
|
887,108
|
|
4.9
|
%
|
|
0
|
|
887,108
|
|
0
|
|
887,108
|
|
|
|
|
|
|
|
B&T Enterprises, L.L.C.
|
|
887,108
|
|
4.9
|
%
|
|
0
|
|
887,108
|
|
0
|
|
887,108
|
|
|
|
|
|
|
|
TCG Ventures, L.L.C.
|
|
365,520
|
|
2.0
|
%
|
|
0
|
|
365,520
|
|
0
|
|
365,520
|
|
|
|
|
|
|
|
TCG Ventures, Ltd.
|
|
295,116
|
|
1.6
|
%
|
|
0
|
|
295,116
|
|
0
|
|
295,116
|
|
|
|
|
|
|
|
Carlyle U.S. Venture Partners, L.P.
|
|
32,374
|
|
0.2
|
%
|
|
0
|
|
32,374
|
|
0
|
|
32,374
|
|
|
|
|
|
|
|
Carlyle Venture Coinvestment, L.L.C.
|
|
38,030
|
|
0.2
|
%
|
|
0
|
|
38,030
|
|
0
|
|
38,030
|
|
|
|
|
|
|
|
Carlyle Venture Partners, L.P.
|
|
244,133
|
|
1.3
|
%
|
|
0
|
|
244,133
|
|
0
|
|
244,133
|
|
|
|
|
|
|
|
C/S Venture Investors, L.P.
|
|
50,983
|
|
0.3
|
%
|
|
0
|
|
50,983
|
|
0
|
|
50,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The record holders of common stock, par value $0.0001, of Varsity Group, Inc. (the Common Stock) are as follows: (1) B&T
Enterprises, L.L.C., as the record holder of 887,108 shares, (2) Carlyle Venture Partners, L.P., as the record holder of 244,133 shares, (3) C/S Venture Investors, L.P., as the record holder of 50,983 shares, (4) Carlyle Venture Coinvestment,
L.L.C., as the record holder of 38,030 shares, and (5) Carlyle U.S. Venture Partners, L.P., as the record holder of 32,374 shares.
|
|
|
|
|
TCG Ventures, Ltd. is (i) the sole general partner of Carlyle Venture Partners, L.P. and (ii) the general partner of C/S Venture Investors, L.P. TCG
Ventures, L.L.C. (i) owns 100% of the outstanding capital stock of TCG Ventures Ltd., (ii) is the sole general partner of Carlyle U.S. Venture Partners, L.P., and (iii) is the sole managing member of Carlyle Venture Coinvestment, L.L.C. TC Group,
L.L.C. is the sole member of TCG Ventures, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, (i) TCG Ventures, Ltd., TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C., each may be deemed to be a
beneficial owner of the shares of Common Stock owned of record by each of Carlyle Venture Partners, L.P. and C/S Venture Investors, L.P., and (ii) TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C., each may be deemed to be beneficial
owners of the shares of Common Stock owned of record by Carlyle U.S. Venture Partners, L.P. and Carlyle Venture Coinvestment, L.L.C.
|
|
|
|
|
The Carlyle Partners Leveraged Capital Fund I, L.P. is the managing member of B&T Enterprises, L.L.C. The Carlyle Group, L.P. is the general
partner of The Carlyle Partners Leveraged Capital Fund I, L.P., and TWC Virginia, Inc. is the general partner of The Carlyle Group, L.P. Accordingly, The Carlyle Partners Leveraged Capital Fund I, L.P., The Carlyle Group, L.P. and TWC Virginia, Inc.
each may be deemed to be a beneficial owner of the shares of Common Stock owned of record by B&T Enterprises, L.L.C.
|
|
|
|
|
Pursuant to a contractual agreement, The Carlyle Partners Leveraged Capital Fund I, L.P. delegated to TC Group, L.L.C. day to day management of
B&T Enterprises, L.L.C., which includes sole control over the voting and disposition of the shares held by B&T Enterprises, L.L.C. Accordingly, TC Group, L.L.C and TCG Holdings, L.L.C. each may be deemed to be a beneficial owner of the
shares of Common Stock owned of record by B&T Enterprises, L.L.C. by contractual arrangement. The Carlyle Partners Leveraged Capital Fund I, L.P. may revoke such delegation at any time in its sole discretion.
|
|
|
|
|
William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein, as the managing directors of TCG Holdings, L.L.C. and the sole
shareholders of TWC Virginia, Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by each entity. Such persons disclaim such beneficial ownership.
|
|
|
|
ITEM 5.
|
|
Ownership of Five Percent or Less of a Class
|
|
|
|
|
|
|
|
If this statement has been filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following
¨
.
|
|
|
|
|
|
|
ITEM 6:
|
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
ITEM 7:
|
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company
|
|
|
|
|
Not applicable.
|
|
|
|
|
ITEM 8:
|
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
ITEM 9:
|
|
Notice of Dissolution of Group
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
ITEM 10:
|
|
Certification
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
16
of 27
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Date:
February 14, 2008
|
|
|
TCG HOLDINGS, L.L.C.
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
TC GROUP, L.L.C.
|
|
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 1 of 5
|
|
|
SCHEDULE 13G
|
|
Page
17
of 27
|
|
|
|
TCG VENTURES, L.L.C.
|
|
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE U.S. VENTURE PARTNERS, L.P.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its General Partner
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE VENTURE COINVESTMENT, L.L.C.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its Managing Member
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 2 of 5
|
|
|
SCHEDULE 13G
|
|
Page
18
of 27
|
|
|
|
TCG VENTURES, LTD.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE VENTURE PARTNERS, L.P.
|
|
|
By:
|
|
TCG Ventures, Ltd., its General Partner
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
C/S VENTURE INVESTORS, L.P.
|
|
|
By:
|
|
TCG Ventures, Ltd., its Managing General Partner
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 3 of 5
|
|
|
SCHEDULE 13G
|
|
Page
19
of 27
|
|
|
|
B&T ENTERPRISES, L.L.C.
|
|
|
By:
|
|
TC Group L.L.C., its Manager
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 4 of 5
|
|
|
SCHEDULE 13G
|
|
Page
20
of 27
|
|
|
|
CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P.
|
|
|
By:
|
|
The Carlyle Group, its General Partner
|
By:
|
|
TWC Virginia, Inc., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
THE CARLYLE GROUP, L.P.
|
|
|
By:
|
|
TWC Virginia, Inc., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
TWC VIRGINIA, INC., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 5 of 5
|
|
|
SCHEDULE 13G
|
|
Page
21
of 27
|
LIST OF EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
A
|
|
Joint Filing Agreement
|
|
|
|
SCHEDULE 13G
|
|
Page
22
of 27
|
EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of
Varsity Group, Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument.
[Remainder of this page has been left intentionally blank.]
|
|
|
SCHEDULE 13G
|
|
Page
23
of 27
|
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of the 14
th
day of February, 2008.
|
|
|
TCG HOLDINGS, L.L.C.
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
TC GROUP, L.L.C.
|
|
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 1 of 5
|
|
|
SCHEDULE 13G
|
|
Page
24
of 27
|
|
|
|
TCG VENTURES, L.L.C.
|
|
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE U.S. VENTURE PARTNERS, L.P.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its General Partner
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE VENTURE COINVESTMENT, L.L.C.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its Managing Member
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 2 of 5
|
|
|
SCHEDULE 13G
|
|
Page
25
of 27
|
|
|
|
TCG VENTURES, LTD.
|
|
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
CARLYLE VENTURE PARTNERS, L.P.
|
|
|
By:
|
|
TCG Ventures, Ltd., its General Partner
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
C/S VENTURE INVESTORS, L.P.
|
|
|
By:
|
|
TCG Ventures, Ltd., its Managing General Partner
|
By:
|
|
TCG Ventures, L.L.C., its Sole Shareholder
|
By:
|
|
TC Group L.L.C., its Sole Member
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 3 of 5
|
|
|
SCHEDULE 13G
|
|
Page
26
of 27
|
|
|
|
B&T ENTERPRISES, L.L.C.
|
|
|
By:
|
|
TC Group L.L.C., its Manager
|
By:
|
|
TCG Holdings, L.L.C., its Managing Member
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 4 of 5
|
|
|
SCHEDULE 13G
|
|
Page
27
of 27
|
|
|
|
CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P.
|
|
|
By:
|
|
The Carlyle Group, its General Partner
|
By:
|
|
TWC Virginia, Inc., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
THE CARLYLE GROUP, L.P.
|
|
|
By:
|
|
TWC Virginia, Inc., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
|
TWC VIRGINIA, INC., its General Partner
|
|
|
By:
|
|
/s/ Daniel A. DAniello
|
Name:
|
|
Daniel A. DAniello
|
Title:
|
|
Managing Director
|
Signature Page 5 of 5
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